EXHIBIT 10.1


    
      

    

     

    EXHIBIT
      10.1

     

    


    EMPLOYMENT
      AGREEMENT

     

    This
      AGREEMENT (the “Agreement”)
      is
      made March
      1,
      2007, by and between HYDROGEN POWER, INC., a Delaware corporation (the
“Company”),
      and
      David J. Cade (the “Executive”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Company desires to retain Executive, and Executive desires to commence
      serving the Company, as its Chief Operating Officer, upon the terms and subject
      to the conditions contained in this Agreement;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements herein
      contained, the parties hereto hereby agree as follows:

     

    1.  Employment.
      The
      Company agrees to employ the Executive, and the Executive agrees to be employed
      by the Company, upon the terms and subject to the conditions of this
      Agreement.

     

    2.  Term.
      The
      employment of the Executive by the Company as provided in Section 1
      shall be
      for a period of three (3) years commencing on the date hereof, unless sooner
      terminated in accordance with the provisions of Section 9
      below
      (the “Term”).

     

    3.  Duties;
      Best Efforts; Place of Performance.

     

    (a)  The
      Executive shall serve as Chief Operating Officer of the Company and shall
      perform, subject to the direction of the Board of Directors of the Company
      (the
“Board”),
      such
      duties as are customarily performed by the Chief Operating Officer. The
      Executive shall also have such other powers and duties as may be from time
      to
      time directed by the Board, provided that the nature of the Executive’s powers
      and duties so prescribed shall not be inconsistent with the Executive’s position
      and duties hereunder.

     

    (b)  The
      Executive shall devote substantially all of his business time, attention and
      energies to the business and affairs of the Company
      and
      shall use his best efforts to advance the best interests of the Company and
      shall not during the Term be actively engaged in any other business activity
      (except as expressly permitted below), whether or not such business activity
      is
      pursued for gain, profit or other pecuniary advantage, that will interfere
      with
      the performance by the Executive of his duties hereunder or the Executive’s
      availability to perform such duties or that will adversely affect, or negatively
      reflect upon, the Company. 

     

    (c)  During
      the Term, as directed by the Board, the Executive shall provide on at least
      a
      monthly basis a written report detailing the progress on the Company’s
      achievement of certain milestones, as attached hereto as Exhibit
      A
      (the
“Milestones”).

     

    (d)  During
      the Term, the Executive shall consult, as directed by the Board, prior to making
      significant decisions relating to the Company’s personnel, operations, contracts
      or financing.

     

    4.  Compensation.
      As full
      compensation for the performance by the Executive of his duties under this
      Agreement, the Company shall pay the Executive as follows:

     

    (a)  Base
      Salary.
      During
      the Term, Executive shall be entitled to receive from the Company a base salary
      (the “Base
      Salary”)
      equal
      to:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

                            (i)
During
          the first year of the Term:

      

    

     

    
      	(1)  	
              For
                the period from March 1, 2007 to August 31, 2007, a rate of $200,000
                per
                annum; and

            


    

     

    


    
      	(2)  	
              For
                the period from September 1, 2007 to February 29, 2008, a rate of
                $225,000
                per annum;

            


    

     

    (ii)  for
      each
      of the second and third years of the Term, at a rate agreed upon by the
      Executive and the Board. In the event the compensation for each such year of
      the
      Term is not determined by the parties on or prior to March 1, 2008 and March
      1,
      2009, respectively, the Executive shall be entitled to (i) continue his
      employment at the same Base Salary as he earned immediately prior to such date,
      or (ii) in the event Executive resigns from his position, the compensation
      set
      forth in Section 10(e);
      provided
      that,
      in the
      event the Company offers to pay the Executive a Base Salary for such year of
      the
      Term equal to at least 110% of his Base Salary for the prior year of the Term
      and the Executive elects to resign from his position in lieu of acceptance
      of
      such offer, Executive shall be entitled to the compensation set forth in Section
      10(a)
      instead
      of Section 10(e).

     

    Base
      Salary shall be payable in equal semi-monthly installments during the Term,
      or
      otherwise in accordance with the Company’s regular payroll practices in effect
      from time to time. 

     

    (b)  Stock
      Option Grant.
      The
      Company shall grant the Executive a stock option to purchase 900,000 shares
      of
      the Company’s common stock, par value $0.01
      per
      share (the “Common
      Stock”)
      at an
      exercise price of $1.60 per share (the “Option”)
      based
      on his performance on behalf of the Company and in accordance with Section
      4(c).
      The Option shall be governed by the Company’s 2005 Stock Option Plan (the
“Plan”).
      For
      so long as the Executive is an employee of the Company, the Option shall vest,
      if at all, in three equal and annual installments beginning on the first
      anniversary of the date hereof. Upon termination of Executive’s employment with
      the Company, for any reason or no reason, Executive’s rights to any portion of
      the Option that has not yet vested as of the date of such termination shall
      not
      vest and all of Executive’s rights to such unvested portion of the Option shall
      terminate. In the event of a Change of Control (as such term is defined in
      the
      Plan), the entire Option shall vest and become immediately exercisable. The
      Option shall have a term of 5 years from date of grant and the vested Options
      shall remain exercisable for 90 days from the date that the Executive is no
      longer an employee of the Company. In connection with such grant, the Executive
      shall enter into the Company’s standard stock option agreement which will
      incorporate the foregoing vesting schedule and other terms described in this
      Section 4(b).

     

    (c)  The
      above
      Option will be granted each Fiscal Quarter to the Executive for up to 75,000
      shares of Common Stock (such amount subject to increase based on the terms
      set
      forth herein) at an exercise price of $1.60 per share. The number of shares
      for
      each such grant during the Term shall be determined by the Board in its
      reasonable discretion after discussion with the Executive as to the achievement
      of Milestones. To the extent any option grant under this Section relates to
      less
      than 75,000 shares of Common Stock, the number of option shares that is equal
      to
      the difference between (A) the number of options shares actually granted for
      such fiscal quarter and (B) 75,000, shall be eligible for issuance pursuant
      to
      subsequent option grants made pursuant to this Section. By way of example,
      if in
      Quarter 1, the Executive is issued an option to purchase 50,000

     

     

    
      
        
        

      

      
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    shares
      of
      Common Stock, the amount of shares potentially subject to the option grant
      under
      this Section 4(c) in Quarter 2 shall be 100,000. In the event the Executive
      is
      issued an option to purchase 35,000 shares of Common Stock in Quarter 2, the
      number of shares potentially subject to the option grant in Quarter 3 shall
      be
      140,000. Options issued under this Section shall vest in full at the end of
      the
      year of the Term in
      which
      they are granted. 

     

    (d)  Discretionary
      Bonus.
      Each
      fiscal quarter during the Term, the Executive shall be eligible to receive
      a
      cash bonus in an amount of up to $10,000, to be payable either as a lump-sum
      payment or in installments as determined by the Board in its sole discretion,
      based upon his performance on behalf of the Company during the fiscal quarter
      and the satisfaction of the Milestones, each of which shall be determined by
      the
      Board in its good faith discretion.

     

    (e)  Withholding.
      The
      Company shall withhold all applicable federal, state and local taxes and social
      security and such other amounts as may be required by law from all amounts
      payable to the Executive under this Section 4.

     

    (f)  Home
      Office Expenses.

     

    The
      Company shall reimburse executive for reasonable expenses incurred by Executive
      relating to maintaining a landline and cellular phone service, internet service
      and office supplies at Executive’s home office, in an amount not to exceed
      $700.00 per month.
      The
      reimbursement shall exclude any expenses relating to the use of office space
      and
      any utilities not specifically identified herein.

     

    (g)  Expenses.
      The
      Company shall reimburse the Executive for all normal, usual and necessary
      expenses incurred by the Executive in furtherance of the business and affairs
      of
      the Company, including reasonable travel and entertainment, upon timely receipt
      by the Company of appropriate vouchers or other proof of the Executive’s
      expenditures and otherwise in accordance with any expense reimbursement policy
      as may from time to time be adopted by the Company.

     

    (h)  Other
      Benefits.
      The
      Executive shall be entitled to all rights and benefits for which he shall be
      eligible under any benefit or other plans (including, without limitation,
      dental, medical, medical reimbursement and hospital plans, pension plans,
      employee stock purchase plans, profit sharing plans, bonus plans and other
      so-called “fringe” benefits) as the Company shall make available to its senior
      executives from time to time. During the Term, the Executive shall be entitled
      to undergo, at the Company’s expense (if not covered under such aforementioned
      plans), an annual physical examination by his family physician.

     

    (i)  Vacation.
      Executive shall, during the Term, be entitled to twenty (20) days of vacation
      per annum,
      in
      addition to holidays observed by the Company.
      

     

    5.  Registration
      Rights.
      The
      Company agrees to use commercially reasonable efforts to register the resale
      of
      any shares of Common Stock underlying options granted to Executive pursuant
      to
      Sections 4(b),
      including, if appropriate, filing a supplement to the Company’s prospectus dated
      February 14, 2006 relating to shares of Common Stock issued under the Plan
      to
      include Executive as a selling stockholder with respect to 685,000 shares of
      Common Stock or otherwise registering such shares for resale on a Form S-8
      registration statement.

     

    6.  Confidential
      Information and Inventions.

     

    (a)  The
      Executive recognizes and acknowledges that in the course of his duties he is
      likely to receive confidential or proprietary information owned by the Company,
      its affiliates or third parties with whom the Company or any such affiliates
      has
      an obligation of confidentiality. Accordingly, during and after the Term, the
      Executive agrees to keep confidential and not disclose or make accessible to
      any
      other person or use for any other purpose other than in connection with the
      fulfillment of his duties under this Agreement, any Confidential and Proprietary
      Information (as 

     

     

    
      
        
        

      

      
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    defined
      below) owned by, or received by or on behalf of, the Company or any of its
      affiliates. “Confidential
      and Proprietary Information”
shall
      include, but shall not be limited to, confidential or proprietary scientific
      or
      technical information, data, formulas and related concepts, business plans
      (both
      current and under development), client lists, promotion and marketing programs,
      trade secrets, or any other confidential or proprietary business information
      relating to development programs, costs, revenues, marketing, investments,
      sales
      activities, promotions, credit and financial data, manufacturing processes,
      financing methods, plans or the business and affairs of the Company or of any
      affiliate or client of the Company. The Executive expressly acknowledges the
      trade secret status of the Confidential and Proprietary Information and that
      the
      Confidential and Proprietary Information constitutes a protectable business
      interest of the Company. The Executive agrees: (i) not to use any such
      Confidential and Proprietary Information for himself or others; and (ii) not
      to
      take any Company material or reproductions (including but not limited to
      writings, correspondence, notes, drafts, records, invoices, technical and
      business policies, computer programs or disks) thereof from the Company’s
      offices at any time during his employment by the Company, except as required
      in
      the execution of the Executive’s duties to the Company. The Executive agrees to
      return immediately all Company material and reproductions (including but not
      limited, to writings, correspondence, notes, drafts, records, invoices,
      technical and business policies, computer programs or disks) thereof in his
      possession to the Company upon request and in any event immediately upon
      termination of employment.

     

    (b)  Except
      with prior written authorization by the Company, the Executive agrees not to
      disclose or publish any of the Confidential and Proprietary Information, or
      any
      confidential, scientific, technical or business information of any other party
      to whom the Company or any of its affiliates owes an obligation of confidence,
      at any time during or after his employment with the Company.

     

    (c)  The
      Executive agrees that all inventions, discoveries, improvements and patentable
      or copyrightable works (“Inventions”)
      initiated, conceived or made by him, either alone or in conjunction with others,
      during the Term
      shall be
      the sole property of the Company to the maximum extent permitted by applicable
      law and, to the extent permitted by law, shall be “works made for hire” as that
      term is defined in the United States Copyright Act (17 U.S.C.A., Section 101).
      The Company shall be the sole owner of all patents, copyrights, trade secret
      rights, and other intellectual property or other rights in connection therewith.
      The Executive hereby assigns to the Company all right, title and interest he
      may
      have or acquire in all such Inventions; provided, however, that the Board may
      in
      its sole discretion agree to waive the Company’s rights pursuant to this Section
6(c)
      with
      respect to any Invention that is not directly or indirectly related to the
      Company’s business. The Executive further agrees to assist the Company in every
      proper way (but at the Company’s expense) to obtain and from time to time
      enforce patents, copyrights or other rights on such Inventions in any and all
      countries, and to that end the Executive will execute all documents
      necessary:

     

    (i)  to
      apply
      for, obtain and vest in the name of the Company alone (unless the Company
      otherwise directs) letters patent, copyrights or other analogous protection
      in
      any country throughout the world and when so obtained or vested to renew and
      restore the same; and

     

     

    
      
        
        

      

      
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    (ii)  to
      defend
      any opposition proceedings in respect of such applications and any opposition
      proceedings or petitions or applications for revocation of such letters patent,
      copyright or other analogous protection.

     

    (d)  The
      Executive acknowledges that while performing the services under this Agreement
      the Executive may locate, identify and/or evaluate patented or patentable
      inventions having commercial potential in the field of alternative energies
      and
      other fields which may be of potential interest to the Company or one of its
      affiliates (the “Third
      Party Inventions”).
      The
      Executive understands, acknowledges and agrees that all rights to, interests
      in
      or opportunities regarding, all Third-Party Inventions identified by the
      Company, any of its affiliates or either of the foregoing persons’ officers,
      directors, employees (including the Executive), agents or consultants during
      the
      Employment Term shall be and remain the sole and exclusive property of the
      Company or such affiliate and the Executive shall have no rights whatsoever
      to
      such Third-Party Inventions and will not pursue for himself or for others any
      transaction relating to the Third-Party Inventions which is not on behalf of
      the
      Company.

     

    (e)  The
      provisions above in Section 6 shall survive the termination of this
      Agreement.

     

    7.  Non-Competition,
      Non-Solicitation and Non-Disparagement.

     

    (a)  The
      Executive understands and recognizes that his services to the Company are
      special and unique and that in the course of performing such services the
      Executive will have access to and knowledge of Confidential and Proprietary
      Information (as defined in Section 6)
      and the
      Executive agrees that, during the Term and for a period of eighteen
      (18)
      months
      thereafter, he shall not in any manner, directly or indirectly, on behalf of
      himself or any person, firm, partnership, joint venture, corporation or other
      business entity (“Person”),
      enter
      into or engage in any business which is engaged in any business directly or
      indirectly competitive with the business of the Company, either as an individual
      for his own account, or as a partner, joint venturer, owner, executive,
      employee, independent contractor, principal, agent, consultant, salesperson,
      officer, director or shareholder of a Person in a business competitive with
      the
      Company within the geographic area of the Company’s business, which is deemed by
      the parties hereto to be worldwide. The Executive acknowledges that, due to
      the
      unique nature of the Company’s business, the loss of any of its clients or
      business flow or the improper use of its Confidential and Proprietary
      Information could create significant instability and cause substantial damage
      to
      the Company and its affiliates and therefore the Company has a strong legitimate
      business interest in protecting the continuity of its business interests and
      the
      restriction herein agreed to by the Executive narrowly and fairly serves such
      an
      important and critical business interest of the Company. Notwithstanding the
      foregoing, nothing contained in this Section 7(a)
      shall be
      deemed to prohibit the Executive from (i) acquiring or holding, solely for
      investment, publicly traded securities of any corporation, some or all of the
      activities of which are competitive with the business of the Company so long
      as
      such securities do not, in the aggregate, constitute more than three percent
      (2%) of any class or series of outstanding securities of such
      corporation.

     

    (b)  During
      the Term and for a period of 18 months thereafter, the Executive shall not,
      directly or indirectly, without the prior written consent of the
      Company:

     

    (i)  solicit
      or induce any employee of the Company or any of its affiliates to leave the
      employ of the Company or any such affiliate; or hire for any purpose any
      employee of the Company or any affiliate or any employee who has left the
      employment of the Company or any affiliate within one year of the termination
      of
      such employee’s employment with the Company or any such affiliate or at any time
      in violation of such employee’s non-competition agreement with the Company or
      any such affiliate; or

     

     

    
      
        
        

      

      
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    (ii)  solicit
      or accept employment or be retained by any Person who, at any time during the
      term of this Agreement, was an agent, client or customer of the Company or
      any
      of its affiliates where his position will be related to the business of the
      Company or any such affiliate; or

     

    (iii)  solicit
      or accept the business of any agent, client or customer of the Company or any
      of
      its affiliates with respect to products, services or investments similar to
      those provided or supplied by the Company or any of its affiliates.

     

    (c)  The
      Executive agrees that both during the Term and at all times thereafter, he
      shall
      not directly or indirectly disparage, whether or not true, the name or
      reputation of the Company or any of its affiliates, including but not limited
      to, any officer, director, employee or shareholder of the Company or any of
      its
      affiliates.

     

    (d)  In
      the
      event that the Executive breaches any provisions of Section 6
      or this
      Section 7
      or there
      is a threatened breach, then, in addition to any other rights which the Company
      may have, the Company shall (i) be entitled, without the posting of a bond
      or
      other security, to injunctive relief to enforce the restrictions contained
      in
      such Sections and (ii) have the right to require the Executive to account for
      and pay over to the Company all compensation, profits, monies, accruals,
      increments and other benefits (collectively “Benefits”)
      derived or received by the Executive as a result of any transaction constituting
      a breach of any of the provisions of Sections 6
      or
7
      and the
      Executive hereby agrees to account for and pay over such Benefits to the
      Company.

     

    (e)  Each
      of
      the rights and remedies enumerated in Section 7(d)
      shall be
      independent of the others and shall be in addition to and not in lieu of any
      other rights and remedies available to the Company at law or in equity. If
      any
      of the covenants contained in this Section 7,
      or any
      part of any of them, is hereafter construed or adjudicated to be invalid or
      unenforceable, the same shall not affect the remainder of the covenant or
      covenants or rights or remedies which shall be given full effect without regard
      to the invalid portions. If any of the covenants contained in this Section
      7
      is held
      to be invalid or unenforceable because of the duration of such provision or
      the
      area covered thereby, the parties agree that the court making such determination
      shall have the power to reduce the duration and/or area of such provision and
      in
      its reduced form such provision shall then be enforceable. No such holding
      of
      invalidity or unenforceability in one jurisdiction shall bar or in any way
      affect the Company’s right to the relief provided in this Section 7
      or
      otherwise in the courts of any other state or jurisdiction within the
      geographical scope of such covenants as to breaches of such covenants in such
      other respective states or jurisdictions, such covenants being, for this
      purpose, severable into diverse and independent covenants.

     

    (f)  In
      the
      event that an actual proceeding is brought in equity to enforce the provisions
      of Section 6
      or
      this
      Section 7,
      the
      Executive shall not urge as a defense that there is an adequate remedy at law
      nor shall the Company be prevented from seeking any other remedies which may
      be
      available. The Executive agrees that he shall not raise in any proceeding
      brought to enforce the provisions of Section 6
      or this
      Section 7
      that the
      covenants contained in such Sections limit his ability to earn a
      living.

     

     

    
      
        
        

      

      
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    (g)  The
      provisions of this Section 7
      shall
      survive any termination of this Agreement.

     

    8.  Representations
      and Warranties by the Executive.
      The
      Executive hereby represents and warrants to the Company as follows:

     

    (a)  Neither
      the execution or delivery of this Agreement nor the performance by the Executive
      of his duties and other obligations hereunder violate or will violate any
      statute, law, determination or award, or conflict with or constitute a default
      or breach of any covenant or obligation under (whether immediately, upon the
      giving of notice or lapse of time or both) any prior employment agreement,
      contract, or other instrument to which the Executive is a party or by which
      he
      is bound.

     

    (b)  The
      Executive has the full right, power and legal capacity to enter and deliver
      this
      Agreement and to perform his duties and other obligations hereunder. This
      Agreement constitutes the legal, valid and binding obligation of the Executive
      enforceable against him in accordance with its terms. No approvals or consents
      of any persons or entities are required for the Executive to execute and deliver
      this Agreement or perform his duties and other obligations
      hereunder.

     

    9.  Termination.
      The
      Executive’s employment hereunder shall be terminated upon the Executive’s death
      and may be terminated as follows:

     

    (a)  During
      the first year of the Term, the Company or the Executive may terminate
      Executive’s employment hereunder upon two (2) months written notice to the other
      party.

     

    (b)  At
      any
      time during the Term, the Executive’s employment hereunder may be terminated by
      the Board for Cause. Any of the following actions by the Executive shall
      constitute “Cause”:

     

    (i)  The
      willful failure, disregard or refusal by the Executive to perform his duties
      hereunder;

     

    (ii)  Any
      willful, intentional or grossly negligent act by the Executive having the effect
      of injuring, in a material way (whether financial or otherwise and as determined
      in good-faith by a majority of the Board), the business or reputation of the
      Company or any of its affiliates, including but not limited to, any officer,
      director, executive or shareholder of the Company or any of its affiliates;
      

     

    (iii)  Willful
      misconduct by the Executive
      in
      respect of the duties or obligations of the Executive under this
      Agreement,
      including, without limitation, insubordination with respect to directions
      received by the Executive from the Board;

     

    (iv)  The
      Executive’s indictment of any felony or a misdemeanor involving moral turpitude
      (including entry of a nolo contendere plea);

     

    (v)  The
      determination by the Company, after a reasonable and good-faith investigation
      by
      the Company following a written allegation by another employee of the Company,
      that the Executive engaged in some form of harassment prohibited
      by law
      (including, without limitation, age, sex or race discrimination),
      unless
      the Executive’s actions were specifically directed by the Board;

     

     

    
      
        
        

      

      
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    (vi)  Any
      misappropriation or embezzlement of the property of the Company or its
      affiliates (whether or not a misdemeanor or felony);

     

    (vii)  Breach
      by
      the Executive of any of the provisions of Sections
      7
      or
8
      of this
      Agreement; and

     

    (viii)  Breach
      by
      the Executive of any provision of this Agreement other than those contained
      in
Sections 7
      or
8
      which is
      not cured by the Executive within thirty (30) days after notice thereof is
      given
      to the Executive by the Company.

     

    (c)  The
      Executive’s employment hereunder may be terminated by the Board due to the
      Executive’s Disability. For purposes of this Agreement, a termination for
“Disability”
shall
      occur (i) when the Board has provided a written termination notice to the
      Executive supported by a written statement from a reputable independent
      physician to the effect that the Executive shall have become so physically
      or
      mentally incapacitated as to be unable to resume, within the ensuing twelve
      (12)
      months, his employment hereunder by reason of physical or mental illness or
      injury, or (ii) upon rendering of a written termination notice by the Board
      after the Executive has been unable to substantially perform his duties
      hereunder for 90 or more consecutive days, or more than 120 days in any
      consecutive twelve month period, by reason of any physical or mental illness
      or
      injury. For purposes of this Section 9(c),
      the
      Executive agrees to make himself available and to cooperate in any reasonable
      examination by a reputable independent physician retained by the
      Company.

     

    (d)  The
      Executive’s employment hereunder may be terminated by the Board (or its
      successor) upon the occurrence of a Change of Control. For purposes of this
      Agreement, “Change
      of Control”
means
      (i) the acquisition, directly or indirectly, following the date hereof by any
      person (as such term is defined in Section 13(d) and 14(d)(2) of the Securities
      Exchange Act of 1934, as amended), in one transaction or a series of related
      transactions, of securities of the Company representing in excess of fifty
      percent (50%) or more of the combined voting power of the Company’s then
      outstanding securities if such person or his or its affiliate(s) do not own
      in
      excess of 50% of such voting power on the date of this Agreement, or (ii) the
      future disposition by the Company (whether direct or indirect, by sale of assets
      or stock, merger, consolidation or otherwise) of all or substantially all of
      its
      business and/or assets in one transaction or series of related transactions
      (other than a merger effected exclusively for the purpose of changing the
      domicile of the Company).

     

    10.  Compensation
      upon Termination.

     

    (a)  If
      the
      Executive’s employment is terminated as a result of his death or pursuant to
      Sections 9(a)
      or
9(c),
      the
      Company shall pay to the Executive or to the Executive’s estate, as applicable,
his
      Base
      Salary and any earned and unpaid Discretionary Bonus and expense reimbursement
      amounts through the date of his death or Disability. 

     

    (b)  If
      the
      Executive’s employment is terminated by the Board for Cause during the first
      year of the Term, then the Company shall pay to the Executive his Base Salary
      through the remainder of the first year of the Term and the Executive shall
      have
      no further entitlement to any other compensation or benefits from the
      Company.

     

    (c)  If
      the
      Executive’s employment is terminated by the Board for Cause during the second or
      third year of the Term, then the Company shall pay to the Executive his Base
      Salary through the date of his termination and the Executive shall have no
      further entitlement to any other compensation or benefits from the
      Company.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (d)  If
      the
      Executive’s employment is terminated by the Company (or its successor) upon the
      occurrence of a Change of Control, the Company (or its successor, as applicable)
      shall continue to pay to the Executive his Base Salary through the date of
      termination and for a period of twelve (12) months following such termination.
      Notwithstanding anything to the contrary contained herein, in the event it
      is
      determined that any payment or other distribution by the Company to or for
      the
      benefit of Executive would constitute an “excess parachute provision” within the
      meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
      “Code”),
      such
      payment or distribution shall be reduced as necessary to (1) avoid the
      imposition of any excise tax liability on Executive under Section 4999 of the
      Code and (2) allow the entire amount of such payment or distribution to be
      deductible by the Company.

     

    (e)  If
      the
      Executive’s employment is terminated by the Company other than as a result of
      the Executive’s death and other than for reasons specified in Sections
9(a),
      9(b),
      9(c)
      or
9(d),
      then
      the Company shall (i) continue to pay to the Executive his Base Salary for
      a
      period of twelve (12) months following such termination, (ii) pay the Executive
      any earned and unpaid Discretionary Bonus and expense reimbursement amounts
      owed
      through the date of termination and (iii) continue to provide the Executive
      and
      his family for a period of twelve (12) months the medical and dental benefits
      the Executive was receiving immediately prior to the termination date, or,
      in
      the event the Company cannot continue to provide such benefits to the Executive,
      to reimburse Executive an amount equal to the Company’s cost of providing the
      Executive and his family such benefits for the twelve (12) months immediately
      prior to the termination date, such amount payable in twelve equal monthly
      installments. The Company’s obligation under clauses (i), (ii) and (iii) in the
      preceding sentence shall be subject to offset by any amounts otherwise received
      by the Executive from any employment during the one year period following the
      termination of his employment.

     

    (f)  This
      Section 10
      sets
      forth the only obligations of the Company with respect to the termination of
      the
      Executive’s employment with the Company, and the Executive acknowledges that,
      upon the termination of his employment, he shall not be entitled to any payments
      or benefits which are not explicitly provided in Section 10.
      Further, notwithstanding anything to the contrary contained in this Section
      10,
      the
      Company shall have no obligation to pay, and Executive shall have no obligation
      to receive, any compensation, benefits or other consideration provided for
      in
      this Section 10
      following termination of Executive’s employment unless Executive executes a
      separate agreement releasing the Company from any and all liability in
      connection with the termination of Executive’s employment. 

     

    (g)  Upon
      termination of the Executive’s employment hereunder for any reason, the
      Executive shall be deemed to have resigned as director of the Company, effective
      as of the date of such termination.

     

    (h)  The
      provisions of this Section 10
      shall
      survive any termination of this Agreement.

     

    11.  Miscellaneous.

     

    (a)  This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of Delaware, without giving effect to its principles
      of conflicts of laws.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (b)  Any
      dispute arising out of, or relating to, this Agreement or the breach thereof
      (other than Sections 7 or 8 hereof), or regarding the interpretation thereof,
      shall be finally settled by arbitration conducted in Seattle, Washington and
      in
      accordance with the rules of the American Arbitration Association then in effect
      before a single arbitrator appointed in accordance with such rules. Judgment
      upon any award rendered therein may be entered and enforcement obtained thereon
      in any court having jurisdiction. The arbitrator shall have authority to grant
      any form of appropriate relief, whether legal or equitable in nature, including
      specific performance. For the purpose of any judicial proceeding to enforce
      such
      award or incidental to such arbitration or to compel arbitration and for
      purposes of Sections 7
      and 8
      hereof, the parties hereby submit to the non-exclusive jurisdiction of the
      courts of the State of Washington, King County, or the United States District
      Court for the Western District of Washington, and agree that service of process
      in such arbitration or court proceedings shall be satisfactorily made upon
      it if
      sent by registered mail addressed to it at the address referred to in paragraph
      (g)
      below.
The
      costs
      of such arbitration shall be borne proportionate to the finding of fault as
      determined by the arbitrator. Judgment on the arbitration award may be entered
      by any court of competent jurisdiction.

     

    (c)  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      and their respective heirs, legal representatives, successors and
      assigns.

     

    (d)  This
      Agreement, and the Executive’s rights and obligations hereunder, may not be
      assigned by the Executive. The Company may assign its rights, together with
      its
      obligations, hereunder in connection with any sale, transfer or other
      disposition of all or substantially all of its business or assets.

     

    (e)  This
      Agreement cannot be amended orally, or by any course of conduct or dealing,
      but
      only by a written agreement signed by the parties hereto.

     

    (f)  The
      failure of either party to insist upon the strict performance of any of the
      terms, conditions and provisions of this Agreement shall not be construed as
      a
      waiver or relinquishment of future compliance therewith, and such terms,
      conditions and provisions shall remain in full force and effect. No waiver
      of
      any term or condition of this Agreement on the part of either party shall be
      effective for any purpose whatsoever unless such waiver is in writing and signed
      by such party.

     

    (g)  All
      notices, requests, consents and other communications, required or permitted
      to
      be given hereunder, shall be in writing and shall be delivered personally or
      by
      an overnight courier service or sent by registered or certified mail, postage
      prepaid, return receipt requested, to the parties at the addresses set forth
      below, and shall be deemed given when so delivered personally or by overnight
      courier, or, if mailed, five days after the date of deposit in the United States
      mails. Either party may designate another address, for receipt of notices
      hereunder by giving notice to the other party in accordance with this paragraph
      (g).

     

    
      	
              If
                to the Company:

            	
              Hydrogen
                Power, Inc.

              201
                Elliott Ave. W., Suite 400 

              Seattle,
                WA 98119

              Facsimile:
                (206) 728-2423

              Attn:
                Chairman of the Board of Directors

               

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              If
                to Executive:

            	
              David
                J. Cade 

              251
                Standish Road

              Merion
                Station, PA 19066

            


    

     

    (h)  This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof, and supersedes all prior agreements,
      arrangements and understandings, written or oral, relating to the subject matter
      hereof. No representation, promise or inducement has been made by either party
      that is not embodied in this Agreement, and neither party shall be bound by
      or
      liable for any alleged representation, promise or inducement not so set
      forth.

     

    (i)  As
      used
      in this Agreement, “affiliate” of a specified Person shall mean and include any
      Person controlling, controlled by or under common control with the specified
      Person.

     

    (j)  The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement.

     

    (k)  This
      Agreement may be executed in any number of counterparts, each of which shall
      constitute an original, but all of which together shall constitute one and
      the
      same instrument.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

     

     

    

      
        	 	
                HYDROGEN
                  POWER, INC.

              
	 	 
	 	
                By
                  /s/ James Matkin

              
	 	
                Its
                  Special Counsel

              
	 	 
	 	 
	 	
                EXECUTIVE:

              
	 	 
	 	/s/
                David J. Cade
	 	
                David
                  J. Cade

              


      
 

     

     

    
      
        11

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      A

     

    Milestones

    


    


    


    Milestones
      for CEO Evaluation

    


    1.
      Attract Investment

    


    The
      next
      milestone involves progress in securing an investment term sheet from one or
      more major strategic partner/investors and/or equity capital investors. The
      intention is to raise $3 to 5 million through private placement(s) in the near
      term.

    


    


    2.
      Product Development

    


    The
      next
      milestone is to move the current low power benchtop prototype developed in
      the
      Seattle lab to a more finished prototype that can be demonstrated offsite.
      Additional milestones are alpha stage and beta stage field trial units in
      advance of initial production configuration. Technical
      requirements:

    
      	·  	
              Fuel
                - increase energy density, create orientation independence and reduce
                costs.

            


    

    
      	·  	
              Cartridge
                - develop sizing, coupling and internal
                features.

            


    

    
      	·  	
              Reactor
                - Improve cartridge loading (ease of operations), field hydration,
                refine
                thermal management.

            


    

    
      	·  	
              Controls
                - develop hot swappable algorithms, refine hybrid load
                handling.

            


    

    
      	·  	
              Fuel
                Cell - Ensure optimal FC operation with respect to H2 stream, purge
                and
                cooling.

            


    

    
      	·  	
              Housing
                - protect internals, dissipate heat, EMP protection, professional
                casing
                design.

            


    

    


    Another
      milestone is to complete development of the hybrid Ford Ranger truck with on-
      board hydrogen generation. Additional milestones encompass demonstrating the
      system to selected government and industry players. 

    


    Another
      milestone is to begin development of 1Kw module, with additional milestones
      for
      proceeding through prototype stage, and alpha and beta stage field trials,
      leading to initial production.

    


    


    


    3.
      Commercial Partners

    


    The
      next
      milestone is to develop a commercial relationship with one or more major
      business partners who needs our technology and brings third party endorsement
      to
      our products. Of equal importance is development of a strong commercial
      relationship with a Fuel Cell provider including a merger and/or development
      of
      our own Fuel Cell to be integrated with our hydrogen production technology,
      with
      assembly in-house or outsourced. 

    


    These
      milestones will be reviewed for their appropriateness every 6 months and any
      changes will be negotiated between HPI and Cade.